Notis Global Inc.

Notis Global Issues Letter to Shareholders

Thursday, May 26, 2016 8:33 AM

LOS ANGELES, CA / ACCESSWIRE / May 26, 2016 / Notis Global, Inc. (OTCQB: NGBL), a pioneer in the worldwide hemp and CBD oil (cannabidiol) industry specializing in cultivation, production and consulting today issued a formal letter to its Shareholders from Jeffrey Goh, the President and Chief Executive Officer of the Company.

Dear Shareholder,

Notis Global is at a pivotal point as we navigate the worldwide hemp and CBD oil industry. As we seek to make positive strides towards becoming the industry leader, it is important to know where we came from, where we are, and where we are going. As the recently named permanent President and Chief Executive officer of Notis Global, it is vital for me to discuss this so you will understand Notis Global's plans for future growth and creation of shareholder value over the long term in this rapidly developing market.

It is imperative to know that Notis Global has a new business model that differs vastly from the prior company. Our goal is to grow our business by generating revenues from hemp cultivation and production, including CBD oil and compounds, along with medicinal strains and potential cures - health through hemp. We believe the primary value in cannabidiol lies in legal applications in medicine supplements and cosmetics, along with edible and drink-based solutions that enhance the lives of consumers. Notis Global aims to effectively market healthy hemp oil as the basis for many beneficial products, which will be accepted in mainstream commerce, and for this company to emerge as a trusted leader within the hemp oil product industry.

The New Notis Global Team

The foundation of our success is rooted in our team and each member plays an extremely important role. As you learn what the new team has to offer, you will see how they differ from the previous management team, how they impact Notis Global's current strategy, and how they prepare the Company for long-term success.

Prior to joining the Company in August 2014, I worked as an executive for more than 30 years in the consumer packaged goods industry for Fortune 500 companies such as Frito Lay (PepsiCo) and Procter & Gamble, both nationally and internationally. My work at Frito Lay has prepared me to take on this role at Notis Global by providing me with extensive experience in agriculture, consumer packaged goods, food safety and branding. I truly believe that the CBD and the hemp oil industry shows great promise and significant opportunity for our Company and shareholders.

Clint Pyatt, our Chief Operating Officer and Senior Vice President is one of our valued team members I would like to highlight. He is responsible for all real estate, cultivation, extraction and ancillary services which are substantial. It is his leadership and intense efforts over the past several months that enabled us to produce some of the results we can point to today. Clint is a "hands on guy" and is not afraid to get mud on his boots to make sure the grow houses, farming and production operations and all are facilities are running smoothly.

Clint also manages government affairs, a significant and growing responsibility on the local, state and national level. Clint comes to our team with real world knowledge and experience as the former CEO of CorGreen Technologies, Inc., a publicly traded, grow and retail solutions provider of products and services to licensed medical marijuana and recreational operators. His experience in the finance and real estate sectors have helped Notis Global through our early growth Clint was a member of the U.S. Marine Corps, and has served in Desert Shield, Desert Storm, and Somalia rescue efforts.

We are proud to highlight Clint as a vital member of our team. To learn more about our management team, I urge you to visit our website and read their complete bios.

In addition to our dedicated management team, we have a strong, experienced board of directors that provide us with public company knowledge, operational experience coupled with commercial know how, governmental, regulatory and compliance experience and international outreach. Their complete biographies are on our website http://www.notisglobal.com/team as well, but let me briefly introduce them to you:

Ambassador Ned L. Siegel (Ret.) joined our Board in April 2014 and was appointed Chairman on December 17, 2014. In 1997, Ambassador Siegel founded and has served as president of The Siegel Group, Inc., an international business management advisory firm, specializing in real estate, energy, utilities, infrastructure, financial services, oil & gas and cyber & secure technology. His firm has an unprecedented track record of acquiring and developing very successful master plan residential communities, corporate office / industrial parks and retail centers.

His entrepreneurial experience and government service includes appointment by Florida Governor Jeb Bush to serve as a Member of the Board of Directors of Enterprise Florida, Inc. (EFI). He was also appointed by President George W. Bush to serve as a Member of the Board of Directors of the Overseas Private Investment Corporation (OPIC), and to serve with Ambassador John R. Bolton at the United Nations in New York as a Senior Advisor to the U.S. Mission and Representative of the United States to the United Nations General Assembly and as US Ambassador to the Commonwealth of The Bahamas. He also serves on the Board of Directors of Positive ID Corp., HealthWarehouse.com, Inc., and Viscount Systems, Inc.

J. Mitchell Lowe joined the board in March of 2015. Mitch was a co-founder of Netflix and the former president of Redbox. He is our first independent director and based on his diverse background and wide-ranging expertise, we expect that he will assist us with various aspects of our business, including strategy development and implementation, executive recruiting and corporate governance matters. He served as Vice President of Business Development and strategic alliances for Netflix from 1998 to 2003.

Manny Flores is our Board member and brings business and professional experience, including direct oversight of the development of the Illinois medical cannabis dispensary regulations. Manny also has worked closely with state regulators throughout the country to help shape policy on significant and emerging issues in complex regulated industries. Currently a partner in the Banks and Financial Institutions.

Practice Group at the Chicago office of law firm Arnstein & Lehr LLP, he was Acting Secretary at the Illinois Department of Financial and Professional Regulation. Manny was a prosecutor in the Cook County State's Attorney's Office. As part of his board role with Notis Global, he serves as Chairman of the Audit Committee, and a member of the Compensation and Governance & Nominating Committees.

The Past - Medbox, Inc.

Before I address the problems related to the old Medbox, I want to make it clear that the previous Medbox management team has been changed, and the new Notis Global management team has been put into place. The new team has implemented policies and procedures to move us beyond these past problems.

I am very aware of the outstanding issues and shareholder concerns regarding possible securities law violations, which arose under the Company's prior management. In late 2014, the Company became a part of a federal and U.S. Securities and Exchange Commission (SEC) investigation where the Company and its auditors received subpoenas pertaining to improper financial reporting.

In November of 2014, after a review by an audit committee and outside financial advisors, the Company concluded that its consolidated financial statements for the year ended December 31, 2012, the year ended 2013 including the first, second and third quarters of 2013, and for the first, second and third quarters of 2014 should no longer be relied upon. The Company then promptly restated them to correct the errors and bring them into conformity with accounting principles generally accepted in the United States of America (GAAP) and SEC regulations.

As you may know, our Company has recently received a Wells Notice from the SEC. The Notice indicates a preliminary determination by the SEC staff to recommend that the Commission file an enforcement action against the Company in connection with misstatements by prior management in the Company's financial statements for 2012, 2013 and the first three quarters of 2014. This Notice will require time and effort to resolve and we are cooperating with the SEC. We do not yet know the outcome; however, we are working diligently with our legal team to address any issues raised by the Commission. This is an important and serious matter and we do not treat it lightly.

While I cannot change the past, I and our entire team are fully committed to moving the Company forward toward higher revenue generation, and in pursuing positive EBITDA as a long-term goal.

The Present - Notis Global Today

Notis Global is guided by four strong principles - credibility, compliance, consistency and control. I'll talk about the four C's throughout this letter and it will be clear how they apply.

In early 2016, our executive management team working with our board determined that the past needed to be put behind us and it is now time to focus on the future. Here's how we see it evolving.

First, we have been divesting ourselves of our direct retail distribution of legal THC containing cannabis products from our holdings in San Diego, California, Portland, Oregon and in Mount Vernon, Washington, including the underlying property in Washington, as we transition to a company focused on producing high quality hemp oil (CBD) products. Based on discussions with the government officials on the local, state and national level we have decided to transition from any activity with any products or services that would bring us into contact with THC, the psychotropic chemical in marijuana.

With an eye firmly focused on the future--and ultimately FDA approval of hemp and CBD Oil production and sales in the United States—we are focusing on controlling our supply chain. Notis Global will control its destiny by controlling our ecosystem from "seed to sale." We intend to oversee and actively manage every phase of our operations from the seeds used to grow the mother cloning plants, through planting, cultivation, harvesting, processing, extraction, packaging, and sale.

Our "seeds to sale" strategy will result in some necessary changes to our existing business agreements. Following certain disputes with Whole Hemp (now known as Folium Biosciences), we have decided to end our relationship with Whole Hemp. In its place, the Company will directly or through contractors directed by the Company, will conduct the farming operations formerly performed through Whole Hemp.

Operational Developments - the Farm

Developing and executing a multiyear plan is no easy task, but with the right team we have been making excellent progress. One of our integral partners and contractors is Mark Marsh who along with his family have been successful local farmers on a commercial scale for multiple generations. Mark is responsible for overseeing the farming operations.

Our plan is to use our greenhouses for mother plants and cloning. We currently have built six greenhouses (36,000 square feet) with crops growing in three and ready to go into a fourth. We have been growing these "mother plants" which are then cloned and grown as genetically identical plants which are cultivated into an exceptional product. The cloned plants will grow very quickly in the Farm's superior conditions.

Most significantly, we are expanding our planting from 10 up to 40 acres immediately and are planning to be farming on up to 200 acres in June. As you may know, our original plan was to farm 10 acres this year, then increase the acreage to 30 and 50 acres in the following year. We have accelerated those plans substantially and are executing them today. While we execute these plans we are increasing the vetting process of contractors to assure they are compliant with all applicable laws.. Additionally, we continue to work with the local municipalities and most especially the City of Pueblo, Colorado to take advantage of policies and programs that they offer.

With our move to seed to sale control and quality assurance we are designing enhancements to the production and more significantly, the oil extraction process and moving that entire system in-house.

Re-branding

With the help and guidance of a widely respected branding agency, our new name, Notis Global, was researched, refined and established as our brand. The Notis Global brand name was selected for a specific reason: to instantly convey credibility in the burgeoning, worldwide multi-billion dollar hemp oil (CBD) industry.

Notis means ‘to make aware of, bring attention to, or to be deserving of special attention' which our team agreed worked well for our mission, which is to bring attention to our Company and to establishing a leadership role in the health and hemp oil industry. The Global part of our new name reflects our goal to pursue a global strategy and to operate internationally as well as here at home. With our fresh new name and brand came a logo and a new ticker symbol, which as you know is NGBL and trades on the OTCQB.

Business Activities

We continue to have discussions with potential partners in Europe and elsewhere to assist us with best practices, newer more efficient and effective technology, product development and distribution opportunities.

We are striving to raise additional capital to repay more of our outstanding debt.

The Company's executive management team and board bring a broad range of skills and experience relevant to the hemp oil industry. As we continue to grow, we plan to do so in a manner that best complies with all local, state, federal and international laws and regulations and follows best manufacturing practices, and sustainable organic farming.

The Future

The future of Notis Global is bright. We believe that medical marijuana and its benefits are no longer an ethical issue, but a relational issue. Everyone knows someone in pain, with epilepsy, cancer, or diagnosed with a disease who could benefit from the healthy use of cannabidiol based products to lessen the discomfort or reduce their pain. We believe that we will be a significant contributor helping deliver these products into the marketplace, where legalized, and that much human suffering could be alleviated.

The hemp oil business is a global industry which is changing rapidly and I feel that we have a tremendous opportunity, the right team and a solid plan for Notis Global. We can help define and elevate cannabinol production as an industry and provide international influence for good as a more products are accepted into the mainstream commerce. We as a team strongly believe in this industry and in this Company. As new legislation is approved, we are taking steps forward to serve the growing demand for CDB hemp oil products in this disruptive and emerging industry. Our board, our management team and I are working diligently and productively to develop trust in Notis Global, and to re-position the Company with new capital on better terms and to create sustainable revenue opportunities that will create value for the stakeholders in the Company.

I am honored to serve as this Company's President and Chief Executive Officer. On behalf of our entire management team, our board of directors and myself, thank you for your continued belief in and support of Notis Global.

About Notis Global

Based in Los Angeles, Notis Global is a pioneer in the burgeoning, multi-billion dollar hemp industry. The Company and its partners are working to grow confidence and generate revenues in the hemp oil industry. Through our key partnerships, Notis is a leading provider and distributor of cannabidiol (CBD). For more information on the Company, please visit http://NotisGlobal.com.

Safe Harbor Statement

Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "aim," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend," "goal," "strive," or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company's filings with the Securities and Exchange Commission (the "SEC"), and including not limited to Risk Factors relating reflected in the Company's Annual Report on Form 10-K filed with the Commission on April 13, 2016. Thus, actual results could be materially different. We advise you review our Annual Report and the Risk Factors set forth therein. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.Our audited financial statements for the year ended December 31, 2015, were prepared under the assumption that we would continue our operations as a going concern. Our independent registered public accounting firm has included a "going concern" explanatory paragraph in its report on our financial statements for the year ended December 31, 2015, indicating that we have sustained substantial losses from continuing operations and have used, rather than provided, cash in our continuing operations, and that these factors raise substantial doubt about our ability to continue as a going concern.

Continued operations and our ability to continue as a going concern are dependent on our ability to obtain additional funding in the near future and thereafter, and there are no assurances that such funding will be available at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. Uncertainty concerning our ability to continue as a going concern may hinder our ability to obtain future financing. Without additional funds from generation of revenues through execution of our business plan, debt or equity financings, sales of assets, or other transactions, we will exhaust our resources and will be unable to continue operations. If we cannot continue as a viable entity, our stockholders would likely lose most or all of their investment in us. See Liquidity and Capital Resources under Item 7. Management's Discussion and Analysis in our Annual Report on Form 10-K for further information regarding the Company's efforts to secure liquidity and future cash flows. The Company has granted to an investor a lien against its equity interests in EWSD and its other assets as security for repayment of a note in the amount of approximately $225,000 and retains the right to pledge all or any part of its real or personal property to secure Company's indebtedness in its sole discretion. If the Company is unable to meet the obligation that gave rise to this lien or to future liens on such stock and assets, it may default on such obligation or on future obligations and its lenders could foreclose upon, or cause the sale of, the Company's ownership of EWSD.